The Magical Luck of a Masked Heroine
by Merciful Idiot
Summary: When a mysterious yet cute magical alien by the name of 'Kyubey' appears before Gwen and offers a chance for her to be a hero again, what direction will her fate take?
1. A Magical Chance

**Setting: Ben 10, Original Series, Season 2 - based on episode "Tough Luck"**

***cough cough* anyway, I hope you enjoy it~**

* * *

It happened entirely by chance.

The first time he saw her, he was transfixed.

Having stowed away in a GMC Classic Motorhome, he had merely been taking advantage of the vehicle to be transported elsewhere. There were three residents; an old man in a Hawaiian shirt, a ten-year-old boy with brown hair, and a girl of the same age with red hair and blue-themed clothes.

There was something about the girl.

As it just so happened, she was a candidate. But not just any ordinary candidate. The potential she had was unlike any other he had encountered before – how could it be that such an ordinary-looking person had so much _potential? _But he didn't dwell upon it.

Hidden beneath the table, he decided it would be wise not to reveal his presence at the moment. There was something strange about the RV, and as he inspected the floor, it seemed to have technology far superior to humans. If he had to make an assumption, it was up to Level 5 technology. For comparison, Earth was still at Level 2, although it was on the brink of Level 3.

Humans were naturally horrible when it came to advancements in technology, and if it wasn't for his aid, they'd still be living in caves.

Under the table, he listened to the conversations going on above him and memorized several terms. The vehicle was called the Rust Bucket, the girl's name was Gwen Tennyson, something about an 'Omnitrix', nothing useful to give him any clues. They could potentially be driving for many hours more. He couldn't waste any time, not with a girl like this.

Sneaking out, he silently moved over to the other side of the vehicle and looked out a window – they were driving in a highway cliff, which simplified things. Right there, a bus.

Telekinetically taking a hold of it, he forcefully smashed into the railing with just enough force to give the residents of this RV time, and even luckier, the innocent humans were too old to escape.

"Grandpa, look!" The boy yelled, pointing out at it.

As predicted, the RV stopped and the residents rushed out to rescue them, although they wouldn't make it in time as the bus quickly began to tilt over. Kyubey planned on using this opportunity right here and now and force this 'Gwen' into making a contract. Jumping back out, to his confusion, the girl appeared unconcerned as she continued to check her laptop. How odd.

_"Good evening, Gwen Tennyson,"_ he greeted telepathically.

"Huh? Grandpa?"

The girl looked to the left in surprise only to see no one, and she glanced out of the window to see that her grandfather was off with Ben. It couldn't have been him. Then she looked down by the side and saw a strange creature. It was cute, white, with a feline body and ruby eyes. Surely harmless. That was his expectation.

But instead of reacting like any normal girl might've, she quickly reached for the nearest available weapon and went on-guard.

"Are you an alien?!"

_". . . Yes."_

Kyubey stared back in slight surprise, but didn't let it show.

_"My name is Kyubey. I want you to make a contract with me and become a __**magical girl!"**_

At first, the girl looked confused by his statement. It wasn't everyday that cute creatures appeared out of the blue to offer magical powers, after all. Then she glanced back out the window, where the bus was continuing to tilt over the cliff. For Kyubey, it wasn't important; he only needed it as leverage. But it did confuse him as to why she wasn't panicking as much as a girl should in a desperate situation like this.

"And why would I do that?"

No sane girl would have ever asked such a question. Her behavior was skewering what little he could understand about humans. They were such complicated creatures.

_"Those people are in danger! Only you can save them! Your grandpa and cousin alone won't be able to—"_

"Oh, well, you're wrong about that." Smiling suddenly, she gestured back to the window. "You should probably take a look."

He jumped up onto the table and looked out in a wondering state.

If he had emotions, he would've begun panicking right there and then.

The boy, who Kyubey had assumed to be an ordinary human, had somehow transformed into a giant, red, four-armed adult Tetramand. In this new form, he yelled out **'Four-Arms!'**, pulled the bus back with strength no human could ever possess, tore off the back plating, and then pushed it back down onto the road. By the looks of it, he was already used to being the hero. Things were even more complex than the alien had been expecting. What was a Tetramand doing on this backwater planet, anyway?

If the Plumbers were here and found out about his activities . . . no, such an event was unlikely, the Incubators had managed to evade them for millenniums. This time would be no different.

Kyubey looked back at Gwen, who was now waiting for a reply.

_"I stand corrected."_

Not only was this girl already aware of aliens, but she even _lived _alongside one of them. He should've know, a person with so much potential had been too good to be true. With so many factors, for once in the many thousands of years he'd been doing his job, he considered giving up on this one as a lost cause.

"What's a magical girl anyway?" Gwen asked in curiosity.

Or perhaps not.

That questioned destroyed any feeling of doubt he may have held. about the girl. No matter how smart she was, in the end, she was still a little human girl. With newfound certainty of his success, Kyubey looked at the redhead straight in the eyes as he replied.

_"A defender of justice, granted powers to battle against evil witches that threaten the lives of people here on Earth! "_

Gwen's eyes opened up with intrigue.

_"All you have to do is make a wish. Anything you want, I will grant it. And in return, you'll gain amazing powers and become a magical girl!"_

"I. . ."

Though evidently captivated, there was something holding her back. Hesitation. Wariness. Distrust of the alien. And, reluctance to take up the mantle once more? Her thoughts were too scattered to make sense with his telepathy.

"Can you give me some time? I'll have to think about it."

It wasn't going to be easy to contract this girl, it seemed.

_"Alright, Gwen. I'll wait for your response."_

Then he jumped off and disappeared out of the RV, although he wasn't quite done yet. A strategy had to be formed if he wanted to convince her into making the contract, so for that purpose, he continued to monitor her telepathically.

* * *

Turning back to the laptop, Gwen quickly began typing in keywords related to 'magical girl', or anything to do with magic at that. Time passed while Ben was preoccupied with helping out the old people he had rescued. She thought to herself – _Kyubey, is he some sort of magic alien?_ She tried to imagine herself as a magical girl, and the image of Lucky Girl came up.

_How can I ever forget?_

It only lasted a few hours, but the experience with the luck-giving Charm of Bezel had been unforgettable. Reminiscing, she took out her old mask.

"Lucky Girl," she said sadly. "I wish you were more than just another Halloween costume."

But what Kyubey was offering her, it was an amazing opportunity. Why shouldn't she take it? If she accepted, she could wear the mask once more.

_I just . . . want to be a hero again._

This was quickly followed up by her tired cousin entering into the RV with a groan.

"Sometimes this hero stuff gets way old," Ben said lazily, slumping his shoulders as he walked past her.

"You should be proud of yourself, Ben. Those folks would've been in a real pickle without you," Grandpa pointed out, turning from the driver's seat.

"I know, but I'd just like one regular summer day where I could just hang out all day long and do _nothing!"_

_Yeah right, dweeb. _

"You know, like Gwen."

_Wait, what?! _

At the mention of her name, Gwen looked up from the mask and quickly got mad.

"You should appreciate what you have," she told him sternly. "I only got to be Lucky Girl for a few hours!"

"Really?" Ben mocked.

Looking back at her, a grin grew on his face as he realized just how much it must suck for her not being the hero. Oh great, now he was going to start teasing her for the rest of the night. Out of all the people in the world, why did this idiot have to find the Omnitrix? It made enjoying her long summer vacation impossible.

"Was that _it?_ 'Cause with all the bragging you did, it felt like weeks!"

Gwen wasted no time in throwing a pillow to his face.

...

During the conversation afterwards, Kyubey learned as he monitored them that they were planning on heading towards some kind of a magic convention. It was located in the state of Nevada, or more specifically, Las Vegas. Magic of all things. How extremely convenient.

He had taken the time to research all about the girl, along with the rest of the Tennyson family. It seemed that they were going all over the world on some kind of ridiculously long 'summer vacation'.

This Benjamin turned out to just be a human in possession of the legendary Omnimatrix, designed by the First Thinker, using its powers to become a freelance hero and save whomever he came across.

The real threat was the grandfather, Max, who happened to be retired member of the Plumbers. If he allowed his own presence to be revealed to that man, the red alert would be sent to them and the Incubators would be driven off Earth. Such an occurrence was unacceptable.

As for the girl, Gwendolyn Tennyson, she was a capable gymnast but nothing more – that is, apart from the footage he found of her dressed in black as 'Lucky Girl', at the time wearing a Charm of Bezel around her neck with the appropriate word for 'luck' inscribed upon it. As there were no further reports of a heroine by that name, she must have lost it somehow. She had tasted the power of magic, but had it no longer. Perhaps he could use this to his advantage somehow.

From the discovery of a 'Lucky Girl', Kyubey had managed to work out an elaborate plan that would tempt her into making a contract with him. If he was correct, then Gwen missed her former alter-ego and wanted to return to it – so in the first step of that plan, he would grant her wish, and for free.

Having uncovered all of their secrets, he began to formulate a plan, one that would eventually culminate in Gwendolyn Tennyson forging the contract with him.

A plan that required the legendary Lost Keystone of Bezel.

* * *

**Alright, er, just so we're clear, this isn't going to be a very long fanfic.**

**I actually wrote this as a one-shot (for a multitude of Kyubey crossover one-shots), but I think that that might be a bit of a turnoff so I decided to cut it up into chapters~ Just think of this chapter as the 'set-up'. The battles, development, and such will come into play fairly quickly.**


	2. A Magical Heroine

**I am not affiliated in any way with either Puella Magi Madoka Magica or Ben 10. But you already know that, don'tcha?**

* * *

The Magician of the Year Expo. A magic convention based in Las Vegas, which was where the Rust Bucket planned on heading next.

And Kyubey was already there waiting.

Having taken the time in-between to research all about the girl, along with the rest of the Tennyson family. It seemed that they were going all over the world on some kind of ridiculously long 'summer vacation'.

It had been child's play to retrieve the Keystone of Bezel from the depths of the sea, and he hid it amongst similar-looking 'magical' jewelry at a booth where it wouldn't stand out. Hiding beneath it, he waited until the RV arrived.

The trio went inside to look around.

Gwen came walking, fed up. She had come looking for real magic, but instead, all she got was cheesy magic, cheap and grossed-out tricks. The jewelry caught her attention, and after inspecting them for a bit, she looked at the lady.

"I don't suppose you have any _real_ magical artifacts?" Gwen asked.

The lady glanced up from the novel she was reading to the girl with a bored look. This wasn't the first time a kid had asked for something ridiculous, but she didn't want to discourage the girl from buying anything.

"What you see is what you get, honey."

As Kyubey had predicted, what caught Gwen's attention among the fake magical charms was the object he had placed; a gold-blue wrist gauntlet with a stone charm attached. Picking it up, she noted that the gauntlet was made of plastic which was disheartening. But as she looked at the charm, she couldn't help but notice its uncanny resemblance to the Charms of Bezel, even if it was red.

"I'll take it," Gwen said happily, and eagerly slipped it onto her right wrist.

"Find something you like?" Grandpa Max asked as he walked over, Ben not far behind.

In that same instant, Kyubey had already exited the convention. Ordinary humans couldn't see him, so staying hidden wasn't a problem. He needed something that could get her to utilize the powers of the Keystone – and there it was, a news helicopter right there, flying in the sky. How convenient.

"Yeah," Gwen replied. "It kinda reminds me of—"

Before she could finish her sentence, the screaming of voices erupted from outside.

Quickly rushing outward, they watched as a helicopter zoomed wildly across the sky with black smoke coming out, a man dangling by his feet from high up as he screamed 'SOMEBODY HELP ME!' It didn't help that a white cloth had been wrapped around his body, trapping his arms together. The citizens on the ground were pointing up, screaming powerlessly as they watched.

"I don't think that's part of the act," Grandfather Max said grimly.

He and Gwen turned to Ben, who looked bothered. "I know, I know. Hero time." The boy walked off to find an isolated place to transform, as the man continued to scream in desperation from high up.

**"Stinkfly!" **

Moments later, a Lepidopterran appeared on the scene. The alien had a greenish insectoid body, dragonfly wings, three sets of legs and four pedunculated eyes. The helicopter tore through telephones lines, tilting the machine down and altering its course towards the the insectoid intervened, swiftly grabbing it from below and then pushing it up to keep it balanced in the air.

"Everything is under control. . ." He assured in an alien voice.

For Kyubey, this outcome was unacceptable. Standing in the middle of a crowd, his eyes glowed as he increased the helicopter's overall weight. Suddenly, the Lepidopterran called Stinkfly found that it was much heavier than he had been expecting, and it tilted over to the right.

"OR NOT!"

Kyubey took advantage of this and detached the spinning blades while the 'hero' was still occupied, before redirecting them towards the grandfather, Max. For Kyubey, this was a win-win scenario. Should they successfully cut down the old human, the Plumbers would have no chance to finding out about him and he could easily use Gwen's grief to make her contract. Should they fail, there was only one chance of that happening, and it required Gwen.

"Grandpa, look out!" Gwen yelled, spotting the blade as it rushed at him with incredible speed far greater than her own, and her grandfather was too far away anyway. There was no way she could save him.

_I can't let this happen!_

Against all logic, she sprinted forward. Quickly leaping up, Gwen miraculously went above a car and pushed herself off it, using the force to bring her there faster, but it wasn't enough. She landed again, and then jumped up once more with even greater force.

_Come on, come on! _

This time, she performed a backflip as she pushed off the next car with even greater force than before. She heard a humming sound come from the charm on her wrist just before throwing herself at Grandpa Max, knocking him down to the ground less than a second before the blades could slice him apart. They continued on until they struck a taxi.

"Gwen?" Max asked as he got back up, looking at her with a confused look. "How'd you do that…?"

The girl herself was stunned at the feat she had just performed. She glanced at the wrecked taxi, then at the wrist gauntlet she was wearing, and smiled as she came to a realization.

"Just lucky, I guess!"

And then she rushed to the RV.

On the other hand, Stinkfly was having an even harder time keeping the helicopter up without the blades. In an effort to stop it and save the man, he shot out multiple waves of slime from his mouth that attached themselves to the various buildings around them as well as the helicopter itself. He succeeded, but all of a sudden, the rope flickered with fire and snapped.

As the man plummeted to his death, Stinkfly dived down to catch him. Unfortunately, the speed of gravity was greater than his wings. It was impossible for the Lepidopterran to catch him.

Suddenly, a mysterious figure in a black gymnastic outfit and mask appeared, jumping over cars with inhuman agility and precision. Picking up speed as she ran across the top of a bus, the hero launched herself off and grabbed the man in midair, safely landing back onto the ground. The gathered crowds cheered.

"Lucky Girl?!" Stinkfly exclaimed in a baffled tone.

"Don't even _start_ about me cramming your superhero style," Lucky Girl replied, glaring at the transformed Ben.

"Heeey, I'm just happy to finally get a little backup." _I guess he isn't so thick, after all, _Gwen thought to herself in relief.

"But how'd you get your Lucky Girl powers back?"

At that, Lucky Girl smiled.

Kyubey watched them from the cheering crowds.

* * *

In the Rust Bucket, Gwen went on her laptop.

She figured that the charm in her gauntlet was legit, and somehow related to the Charms of Bezel that way. Even though she had destroyed all five of them, after a little searching around, she discovered that what she had was none other than the legendary Keystone of Bezel itself, with the power to greatly enhance a person's skills by ten times.

Not too long afterwards, she told this information to her cousin and grandfather.

"You are _so_ lucky," Ben said, looking displeased.

"It's not luck. It's magic," Gwen replied with a smile.

Everything was going exactly according to plan. If Kyubey had emotions, he would be laughing uncontrollably right about now.

Now, all that was left was to let her continue relishing her Lucky Girl identity, allow her to enjoy being the hero and showing up her annoying cousin – and then watch as the Keystone crumbled before her very eyes.

After a taste of all that power, there was no way she would turn him down after the replacement he would offer. And if by any tiny chance that she still refused, well, it should be a simple matter in arranging an accident to take the lives of both the boy and their grandfather for potential was so great that she could even wish them back to life if she so wished it. The options here were limitless.

But there was just one little problem that he couldn't help but note…

There were two humans flying above – a man in skeletal makeup and dark robes, and a teenage girl with platinum blonde hair and magenta robes – riding on top of what appeared to be a thick prison door. He recognized neither of them, but if he had to make a guess, they were either Anodites in disguise or visitors from Ledger Domain.

The latter was far more likely, as Anodites preferred to float rather than use any form of transportation.

As for their goal, it was easy to guess; the duo were heading for the Lost Keystone of Bezel. It was only natural for them to come now of all times, as after all, the solar eclipse was due and it strengthened magic. Hypothetically, a magician could use it combined with the Keystone to recreate wonders.

Kyubey wasn't sure whether to think of this as a nuisance or a convenience, so he decided to lay low and see what awaited Gwen's future.

They might even end up doing his job for him.

* * *

What followed was a chain of events, beginning with the two magicians attacking a magic show the Tennyson were watching.

Judging by the way they fought and the spells they casted, they were definitely from Ledger Domain, their names being Hex and Charmcaster. Ben transformed into a Vulpimancer called 'Wildmutt' and naturally jumped to the rescue, aided by Lucky Girl and sometimes helped by their grandfather. The battle eventually moved into a maze-like garden after Hex snapped, and what followed was a chase.

The usage of stone Ledgercreatures only confirmed Kyubey's suspicions as he continued to watch. Just after destroying them, the timer on Ben's Omnitrix timed out and he returned back to normal, leaving Lucky Girl alone to fend for herself.

"Alright, Hex. Time for a surprise party!"

Elsewhere, sensing what seemed to be Hex on the other side of a high grass border, Lucky Girl leaped up over it with her newfound powers, performing a backflip as she did so and caught Charmcaster by surprise as she was knocked to the ground. Although it wasn't Hex, she was still an enemy, and Lucky Girl took her magic bag away so she wouldn't be able to use it.

"Not so tough without your bag of tricks, are you?"

Charmcaster knew this was a bad situation and quickly formulated a plan.

"I- I didn't mean to hurt anybody. My uncle made me do it, I swear!"

Even though it was just a ploy, Kyubey easily sensed that there was some truth in these words. How peculiar.

"Why should we believe _you?_" Lucky Girl countered.

"My name is Charmcaster. I'm Hex's niece. You know what he's like… He doesn't take 'no' for an answer," the female magician explained, with sadness in her voice. Then she moved closer. "I- I can help you! He's after the Keystone in your bracelet."

"Duh. He wants it to magnify his powers."

"But that's not all. If he performs the ritual of Bezel with the Keystone at the highest point during the eclipse, he can recreate all the _other_ Charms you destroyed."

Lucky Girl looked worried with this new information. With all the Charms back together again and the Archamada Book of Spells, he could accomplish what he failed to do before – taking over the world. But she wasn't given much time to think about it before an unwelcome voice showed up.

"Making new friends, Charmcaster?" Phasing out of a grass border, Hex looked displeased with his niece's actions, before moving his hand up to reveal Ben and Grandpa floating helplessly in the air. "Give me the Keystone, or watch them suffer a painful demise!"

"I won't let you do this, uncle!" His niece said, and took her bag from Lucky Girl before sending out a flurry of bat-like Ledgercreatures to surround Hex and prevent him from moving his staff.

Waving his arms about, there was no way for him to perform any of his spells in this troublesome situation.

"Charmcaster, HOW DARE YOU BETRAY ME!" Hex yelled as he was carried off by the rock bats. Following his course, Kyubey watched as he was dropped into a swimming pool, startling the several people there. Meanwhile, Ben and Grandpa dropped safely back to the ground.

"I guess you _are_ legit," admitted Lucky Girl, having witnessed what appeared to be a rejection of her uncle's control. "Now, let's go finish the job before Hex can dry off!"

"My uncle's gonna be really really mad at me, isn't he?" Charmcaster remarked, glancing to the right.

"O-kay, then go with our Grandpa. Ben and I will handle your uncle," Gwen said in a cool tone, pleased with herself. _Being the hero is __**so**__ cool, _she thought to herself.

"Oh! Thank you, thank you!" She was taken off-guard as Charmcaster suddenly hugged her tightly, before letting go. "I will never forget this." Lucky Girl gave her a slightly disturbed look in response, before running off with Ben to finish off Hex. _That was weird._

"Is it just me, or was that a bit weird?" she asked her cousin.

"You're a superhero now. Trust me, people act weird around us," Ben reassured her.

As they arrived, the water from the swimming pool flowed up to create a rising pillar, with Hex at its top. Looking at them with unmoving eyes, he seemed to be furious with the two kids standing before him right now. Kyubey sensed that a lot was going through his mind.

He was a master magician, and on a weak realm like this without the presence of his golden-hearted brother, he should have conquered it ages ago. Once he had control over the Keystone and completed the ritual, his power would surpass even that of the great Adwaita himself! He'd always lived in the shadow of his older brother, so why, _why_ when his idiotic brother was finally out of his way was ruling a world so difficult? Even without the Charms of Bezel, there were still a great many things he could accomplish with his own power.

So why did such insignificant brats manage to stand in his way?! It was as if they _wanted_ to test the height of his magical prowess.

"My watch is still in the red. We have to wait," Ben said suddenly, looking at his Omnitrix.

"We can't!" Lucky replied, and jumped up to fight Hex. To her surprise, however, she fell back down and hit the ground hard.

As Hex moved down towards her, Ben tried to go to the rescue but as he was, he was but a mere human. The master magician's eyes glowed yellow as he froze the boy in midair.

"Give me the key!" He declared, and firmly grabbed Lucky Girl's wrist with the intention of yanking off the Keystone, or even slicing her arm off if necessary.

The redhead shrieked helplessly. But then- his expression became one of surprise as his hand wrapped around the wrist gauntlet, and finally that of amusement as he realized what his niece did. His anger faded away. Letting his nemesis go, she stumbled back as he observed the two kids with a look of satisfaction.

"We'll see each other soon, and finish our business then."

Finally, he disappeared in a red cloud of smoke.

"Uh, what just happened?" Ben asked. His answer came in the form of a gasp from Gwen, as she looked at her bracelet.

"The Keystone, i- it's gone!" Hex didn't take it, so her mind raced back. _Think, how did- _Then she remembered the tight hug, and her fists clenched. She'd been tricked. _"Charmcaster."_

Shortly afterwards, the two Tennysons found their hurt Grandpa back in the maze and helped him all the way to the Rust Bucket. He groaned as he sat down by its side, telling his grandkids how she attacked him before making her escape.

"All that 'my uncle made me do it' stuff was just an act! She needed to get close enough to me to steal the Keystone." Gwen said in an angry voice, and pulled off her Lucky Girl mask. Her face changed to disappointment with herself. It'd been so obvious, yet she let the magician's lies get to her head. "Some hero I turned out to be."

"Right now, all we should care about is how to stop Hex and Chamcaster before they recreate those other charms," Ben replied bravely, stepping in to help his cousin.

"She said the ritual would be performed at the _highest point_ during the eclipse," Grandpa continued.

"And the highest point around here is…" Their looks all moved up to the huge tower not too far away from where they were. Being in Las Vegas, there was only one possible place that fit the bill.

Measuring at over a thousand feet, the Las Vegas Stratosphere was both the tallest structure in Las Vegas and the highest freestanding observation tower in all of the United States, open since 1996. A tower, a hotel, and a casino, the two magicians would without a doubt be at its point during the solar eclipse to perform the ritual.

Now that that was answered, all that remained was actually getting up there and stopping Hex and Charmcaster before their plans could come to fruition. Which was an impossible task for a human.

"Wait right here!" Gwen said, before running off to find a safe place.

* * *

A light floated up from the Stratosphere's observatory just as the moon came into view, positioning itself just above the tower's point. All of a sudden it turned a reddish color in front of the sun, as the sky darkened and an ominous voice chanted from atop the tower. Right now, the eclipse was only a few minutes away.

Standing in an empty alleyway far from the tower, there was no way she could make it in time to stop the magicians. Not only that, but Ben's watch was still recharging, and it'd probably take a few more minutes until it was finally ready again. By then, it'd be too late.

_"And that's why you came to me,"_ Kyubey summarized, after Gwen quickly explained the situation to him.

Not that he didn't already know.

"This isn't some kind of trick, right?" the girl asked, just to be sure. "You'll give me the power to stop Hex."

Kyubey nodded in affirmation.

_"Gwen Tennyson, are you sure you want to do this?"_

"I'm sure," Gwen replied with a nod. "The entire world's at stake and Ben's watch is still recharging, so I don't really have much a choice."

The Incubator's eyes flashed slightly as he sat in front of her, his tail waving about in the air. Directly behind them was the Las Vegas Stratosphere, and above it all, an ominous solar eclipse. Although it wasn't originally part of his plan, he couldn't help but think to himself about how extremely convenient this was.

_"Now, make your wish!"_

"I wish—"

Looking down at the Lucky Girl mask in her hands, the redhead shut her eyes as she clenched it tightly.

**"—to have the Charm of Luck again!"**

With that, a surprisingly massive influx of blue energy blasted outwards as her soul was extracted and condensed into a Soul Gem. The very air around her shook with mana, tearing away at the ground to form a deepening crater. Kyubey had to back away by several meters to avoid being obliterated. Afterwards, a single stone charm began to repair itself in front of her, the Bezel word for 'luck' inscribed upon it.

The power she radiated was far beyond expectations. She appeared to be a human in every possible way, and her issues were never that noteworthy to begin with, so it was difficult for him to understand why she had so much magical potential to begin with.

_"Your wish has improved entropy. Let your new powers shine!"_

Moments later, a figure showered in light emerged from where Gwen was once standing and burst up the nearest building. From there, she began to move from building to building, rapidly getting closer to the Las Vegas Stratosphere with her enhanced abilities. However, as powerful as she was at this point, there were less than two minutes left to the solar eclipse.

Could she make it in time?

To Kyubey, it didn't matter.

Her fate as a Puella Magi had already been sealed.

With her Grief Seed, while it wasn't _quite_ enough, he would get really close to completing his quota. In the meantime, he would let her enjoy her regained identity as Lucky Girl.

* * *

**Being meguca is suffering. This won't be any different~**


	3. A Magical Duel

**Yay, battle at last :D**

* * *

Kyubey was already waiting at the tower. He observed the master magician Hex as he continued to chant into the air while Charmcaster watched on.

_"Barban Hextida Zerzam. Barban Hextida Zerzam! Barban Hextida Zerzam–"_

"Did you really think you could ditch me that easily?" A familiar voice came, interrupting the ritual.

Hex turned over to the side with a surprised look to see a gloved petite hand grab onto the edge before pulling a costumed girl up into the air. She balanced herself right on top of the railing despite the strength of the wind currents at this height, and put her hands to her waist.

While it had the same overall design, her dark costume had gained a lot more detail compared to earlier, with only the mask staying the same. Her gymnastic outfit had turned into a dark-blue color, wearing boots, aqua bell-sleeves over her arms, and a miniskirt around her waist, alongside a metallic black belt. Alien, intrinsic patterns ran all along these decorations. There was also a hairpin in her hair with a blue-colored gem, a long pole in her right hand, and her eyes had gone from their natural green color to purple.

"Now hand over the Keystone or deal with the awesome powers of Lucky Girl!"

But perhaps most noticeable was the fact that a Charm of Bezel was attached to her chest, the charm for _luck_. Which was, of course, impossible, since only the ritual could bring them back.

"This is totally bogus," Charmcaster denied. "She can't have any powers, it's some kind of stupid trick!"

_"Treest!"_

Staring at the girl intently, Hex pointed his staff at her and fired a yellow blast. No matter how she managed to get up here, he would just have to lead her back down, the hard way. Thrusting her right hand forward in response, Lucky Girl sent a blue beam of energy from it, and the two magical blasts collided together in a violent reaction.

Hex's reaction was expectedly that of surprise, and the blue quickly overcame the yellow. He only barely managed to dodge the resultant attack, and watched as it shot past him into the sky.

This was, quite apparently, the real deal.

"Impressive," he admitted with a cold look, before holding his eagle-headed staff high into the air. Yellow mana gathered around it, cackling as it began to charge up a more powerful attack. "But that attack of yours has gained you nothing!"

Lucky Girl only grinned in response.

"You should know better than anyone that sometimes magic is about _misdirection._"

"Hm?!"

Suddenly, the beam behind Hex did a sharp U-turn and hit him straight in the back, throwing him down to the floor. He got back up with an annoyed look, shrugging off the damage, only to see that Lucky Girl had disappeared from where she was a second ago.

"Behind you, uncle!"

Two Ledgercreatures raced past him to absorb the force of a pole that very nearly scrambled his brain.

With a frustrated look, he countered the strike by swinging his scepter forth, but his nemesis dodged the attack and went in to slam her pole right into his stomach before delivering a roundhouse kick to send him several feet back. He became more and more frustrated by the second. Signaling for his niece to step back, he spun his staff around and then planted it right into the floor.

He had no idea how she had come to be so powerful, but he was about to teach this little girl about what it really meant to duel against a magician of Ledgerdomain. Sheer power and experience was far superior to any magical trinket in her possession.

**"I shall not be denied my destiny as ruler of the world!"** Hex declared, and as his staff cackled with energy, mana spread from his staff to envelop the various railings around them.

_"Badicinis Metalalurka!" _Like snakes, they came to life before lunging straight towards the girl.

"I'm not gonna let that happen!" Lucky Girl countered.

Dodging them, the charm around her neck glowed as she knocked against the central pillar. Suddenly, just as one of the animated railings came in to penetrate through her chest, several others came in at the same time and they somehow managed to get tangled up with each other, trapping them. Lucky Girl seemed to have been expecting this result, and treated her pole as a golf-stick as she hit the balled-up iron mess and sent it flying for Hex.

His eyes glowed yellow in response, and as he muttered _"Facio Gravis", _they immediately fell to the ground as if a gravitational force had pulled them down.

Even if the charm she possessed was somehow the real thing, not even luck could outmatch–

"Uncle!"

Just as he prepared for his next spell, Lucky Girl had already come running in with amazing speed - only to be intercepted by a punching glove-shaped rock that flew out of his niece's bag. The magical girl was sent flying into a rollercoaster, one that had been recently installed around the observatory.

"I do not need your help, Charmcaster!" Hex yelled out in fury, flying off the ground and landing onto the track with her.

He had reached his limit. No more games. He was going to finish his hated nemesis right here and now. Holding up his staff, he let the switch turn on by itself and the rollercoaster instantly sprung to life.

Lucky Girl quickly recovered from the hit, but when she opened her eyes, Hex's scepter was right in front of her. Pushing herself towards the other side, she got back up and countered his attacks with her pole. His scepter was noticeably charged with yellow energy, and the force from just one of his swings would've been enough to throw her off had she been the ordinary Gwen.

Defending herself from every strike while trying to maintain her balance, it was clear that despite her powers, Hex had the advantage since he seemed to have perfect balance even while standing on top of a moving vehicle.

That changed when the rollercoaster suddenly took a hard fall, making the magician stumble forward. Knowing this was her only chance, she used this to grab onto his shoulders and throw him off. But instead of the rampant screaming she'd expected, his only response was a cold glare directed at her before his body froze in midair.

_Oh yeah. He can levitate, _she remembered.

Moving his staff forward, Hex went on to send multiple blasts of yellow energy at the rollercoaster one by one, although Lucky Girl managed to deflect each one with her pole. While it normally took a ton of skill to have that level of precision, her charm increased her luck and allowed her to do such things. Since she wouldn't be able to take a clear shot at him, she jumped off it and landed onto the track before running along it to get closer to her floating opponent.

_"Metalalurka Reptilicus!"_ Hex chanted, pointing his staff at the tracks as she approached.

Then they sprung to life like the railings from earlier and moved to trap her feet while gaining a scaly color. Stopping where she was, she defended herself for a bit with the pole before realizing that the track was coming undone, and then launched herself off towards the nearby magician. Seeing her intent, he tried to move away and chant a shielding spell, but she was faster.

Her pole slammed right into his body midair, and both Lucky Girl and Hex came plummeting down before conveniently hitting the rollercoaster.

"Enough of these games!" The master magician yelled as he got up, feeling humiliated.

"I shall destroy you where you stand, _Lucky Girl!_ Prepare yourself!_" _

With black energies beginning to gather around his staff, a huge humming sound being emitted, and the very air around them rumbling, all seeming to be directed at Lucky Girl herself, it didn't take half a brain to figure out that he was about to perform a very advanced and powerful spell.

**_"ETERLA MORBULOUS—"_**

As impressive as it was, Lucky Girl wasn't about to wait for him to finish it as she knocked him unconscious with one final blow from her pole to the skull. Hex collapsed soundly onto the rollercoaster seat just as it came to a stop.

"You did tell me to prepare myself," she taunted.

Having returned back to the starting point, Lucky Girl jumped off triumphantly and prepared to face her next opponent.

There, Charmcaster was waiting for her with a smile on her face. At first, she was confused, but after glancing up at the sky realized her mistake.

The solar eclipse had already come.

"I guess I should thank you, Lucky Girl," Charmcaster said.

As she spoke, five- well, _four_ familiar charms floated down, each and every one of them with a new crimson color. In any case, it probably meant theirs powers had all been increased ten times while being recreated, which definitely wasn't a good thing.

"I only needed a _master magician_ to complete the ritual for me, and you managed to get him out of the picture for me. Thanks. So now that _that's_ done…"

"I won't let you take over the world, Charmcaster!" Lucky Girl replied, jumping back onto the observatory deck. Even with the charms, she could take her on.

"What? Oh, no, I'm not interested in that."

The female magician raised up her right hand to take the four Charms. She looked to be really happy, as if a childhood dream of hers was finally coming true.

"See, I don't come from here. My _real _home is in another dimension, but it was taken over by an insane sorcerer. He even killed my father... But now, with the tenfold power of the Charms of Bezel, I can finally return to Ledgerdomain and defeat Adwaita—"

"GWEN!"

Grass vines suddenly shot out from behind the magician and grabbed onto the four charms. Charmcaster's expression changed into that of horror as they were promptly all smashed, but she didn't have time to retaliate as the Ben-turned-Florauna released a single seed from its back that exploded, releasing sleeping gases that rushed into her lungs.

The teenage magician fell asleep on the spot.

"You were a little late, Ben," his cousin replied with a smile.

Lucky Girl's magical girl costume disappeared, being replaced by casual clothes as she reverted back to normal. She pondered on her enemy's words for a bit, but then decided to ignore them. It was just another trick of Charmcaster's. If she really wanted to be a hero, then she shouldn't let herself by fooled by such obvious lies.

Well, that was that.

World saved.

Wildvine took the time to look around, a confused look on his plantlike face. He noted the tangled railings, a wide gap in the rollercoaster track, and an unconscious Hex in the rollercoaster itself.

"Gwen, how'd you. . ."

"I'll explain later," Gwen waved away, walking to the edge of the observatory. "I'll go on ahead, alright?"

With that, she jumped down. Now that she was a Puella Magi, there was no longer any escape from her fate.

...

Kyubey had observed all these events unfold, watching as Gwen safely landed from a thousand feet above. Satisfied about the outcome, he then turned around and disappearing off, the eclipse ending with him.

At the moment, all he had to do was manipulate events behind the scene and arrange for her eventual fall. It shouldn't be too difficult. This girl was a hero type. As long as she continued to expend energy to defeat witches, familiars, and unrelated evildoers alike, he imagined that her transformation would be rather rapid compared to the average magical girl. He wouldn't be surprised if it took less than a week.

_Base to Incubator-1148350, _a telepathic message informed. _Respond._

The rings around his ears vibrated as they received the data as gamma-rays entering through fourth-dimensional travel. He responded without hesitation.

_I'm here. What is it?_

_Two-hundred and eleven Earth seconds ago, you successfully made a contract with a 'Gwendolyn Tennyson'. Is this information correct?_

_Yes, it is. Is there anything wrong?_ Kyubey expressed his confusion.

_You have contracted the grand-daughter of legendary Plumber Maxwell Tennyson, risking the Incubation Operation. In normal circumstances you would be terminated instantaneously, but we are willing to make an exception as research has shown us that his spouse had been an Anodite. A human-Anodite magical girl could prove to be excellent anti-entropic energy._

_So I am to resume the incubation of Gwen._

_However, there is a condition. Maxwell Tennyson must be terminated before he realizes about his grand-daughter's condition._

_I assume this is to be done indirectly, so as to prevent suspicion from the Plumbers._

_That is correct._

_Then I shall follow it through with precision._

Opening his ruby eyes again, the Incubator unit shook his ears before launching himself off a window-cleaning platform, letting his body drop far below.

Even though the incubation of Gwen Tennyson had only just begun, this particular Kyubey had a feeling that things had already been determined to go his way.

* * *

**Could've sworn it was a bit longer. Oh well~ **

**Next chapter will probably be the last. **


	4. A Magical Transformation

And so the time passed. Kyubey watched as events unfolded.

_._

_._

_._

_"G- Gwen, that's a witch? You have to fight monsters like THAT while I spend my time kicking the butts of posers?!"_

_"What's it to you?"_

_"It's just that... are you sure you can do this alone? I mean..."_

_A sigh. "See, Ben, this is why I don't bring you along."_

_._

_._

_._

_"_—_we've also been looking into the Grief Seeds you've had to rely upon. So far, the results have been pretty nasty."_

_"What, so you're even _monitoring_ me now? That's how it is? You can trust Ben to go off on his own, but you can't trust me to do my own job?"_

_Gwen, it's not like that. This power of yours, it's not what you think it is._"

_"Grandpa, I'm a magical girl. I've saved a lot of people with these powers, and there's no way that that can be wrong! You can't expect me to just give them up!"_

_"Listen, Gwen. The Incubators are like an intergalactic cult bent on stopping entropy. They're monsters that will stop at nothing to accomplish this goal. If this 'Kyubey' character is what gave you your powers, then I think you're just being used."_

_"I don't care if I've been made a monster. I mean, even if that's the case, I'm no different from Ben that way, aren't? He turns into aliens all the time!"_

_"Ben's situation is different."_

_"Oh, really?"_

_"Gwen, I'm serious. I'm going to contact an old friend of mine from the Plumbers and see if he can reverse this, well, whatever you've been turned into. Hopefully, we can stop it before this transformation takes a turn for the worse."_

_"...Why should I listen to you?"_

_A door opening._

_"Where do you think you're going? Gwen, come back here. Gwen. Gwen!"_

_The door slams shut._

_._

_._

_._

_Footsteps._

_An abandoned corner in the streets._

_"Leave me alone."_

_Tears._

_"Hey, Gwen, are you alright?! Your arm, it's_—_"_

_A chilling scream._

_"I said LEAVE ME ALONE, BEN! Or else!"_

_._

_._

_._

_A room of darkness._

_"Aren't you . . . that Kevin kid?"_

_Alien chuckles of laughter. _

_"Ben never told me his cousin was a huge battery! HAHAHA!"_

_Silent screaming._

_"What's . . . happening . . . to me?"_

_"What does it look like? Your energy's just enough for me to stave off all these mutations Ben left behind, so I'm gonna have to suck your energy dry."_

_"No . . ."_

_The draining of strength. _

_Of energy._

_Of life._

_"Stop, please! It hurts! Stop! STOP!"_

_._

_._

_._

_Space._

_"Lucky Girl, A.K.A Gwendolyn Tennyson. You are under arrest for the murder of ex-Plumber Maxwell Tennyson."_

_People._

_None human._

_"B- but it wasn't me!"_

_._

_._

_._

_Destruction._

_Destruction._

_And more destruction._

_An unstoppable force in her way._

_The sound of a glowing charm saving her._

_Unbeatable luck._

_An unlikely escape successful._

_._

_._

_._

_"Gwen—"_

_"GET AWAY FROM ME, BEN! DON'T COME ANY CLOSER!"_

_._

_._

_._

_._

_._

_._

_"I'm a superhero now. People act weird around me. It's something I have to get used to."_

_._

_._

_._

_._

_._

_._

_._

_._

_._

_"Kyubey, help me . . ."_

_"Your Soul Gem is almost at its peak. There's nothing I can do for you any longer at this point. However, as an Incubator, it is my job to keep you company as you undergo the final phase."_

_". . . what are you . . ."_

_"If we define a witch as a 'magical woman', then due to the lack of a word that means 'juvenile witch' in English, isn't it only natural to define the underdeveloped form a 'magical girl'? Personally, I think it's rather accurate."_

_". . . . . . talking about . . .?"_

_"In other words, you are now developing into the same thing your spent your whole summer destroying. But I don't see any reason for you to fear – after all, for you, this should only be growing up."_

_"So . . . Grandpa was right. You __**ARE**__ a monster."_

_"Based on preference. If I had emotions, I'd say everyone else are the monsters, selfishly living out their lives instead of working to save the universe together. Besides, if I truly was a monster, I would have treated you humans like cattle instead of giving you a choice in the matter."_

_"Choice? I didn't . . ."_

_"Think back. The wish you made. You got your Charm of Bezel back. Think of it as payment. In return, you agreed to become a __**magical girl**__. You never did ask what being a magical girl actually meant, so the fault lies within yourself."_

_". . . Ah."_

_"In all honesty, it's rather convenient wish that you made that wish. Had you wished for anything else, your power alone wouldn't have been enough to escape your cousin Ben, you would have been contained by the Plumbers, restored to normal, and I wouldn't get my Grief Seed. As you're part-Anodite and thus have the spark infused into your soul, I imagine yours would radiate quite a lot of anti-entropic energy."_

_Silence._

_"Speaking of your cousin, he's on his way here right now. I must admit I'm surprised he came all the way here."_

Silence.

_"But not even he can save you at this point."_

_Crack._

_"Thank you for your contribution to the universe, Gwen."_

_Crack_

_crack _

_crack_

_crack _

_crack _

_crack._

**_SHATTER._**

* * *

_RENATA _

_The Witch of Lutzelfrau, with a heroic nature. She floats above her magic domain, swooping down only to 'rescue' her familiars, whose duties are to be rescued. While she is normally peaceful, she will react violently to visitors who possess the heart of a hero. An RV accompanies her wherever she goes._

* * *

The sound of a high-pitched screaming, barely reminiscent of the girl it used to be, echoed throughout the entire realm as it fell apart. Alien flower petals floated to the ground before fading away. A large emerald-composed entity floated down with them, and collapsed onto his knees. The sky above him was dark, without a single star to be seen.

A red light erupted from his chest, and right then, the hulk had been replaced by a little boy with a blank look. Before him was the motionless body of a redheaded girl.

Dead- no. Worse than that. An empty shell. The corrupted materialization of her soul had been destroyed, by none other than him. There were tears falling onto the shell. It was only natural for the boy to cry.

But then again, it was odd. He was just as empty as the body before him, so it was strange for him cry at all.

Kyubey observed the human boy for several seconds before trotting past and picking up a black, needle-like seed that dropped from the witch's defeat. Tossing it up, he balanced it on his head as he turned around and calmly returned back the way he came.

Due to the arranged murder of Maxwell, the Plumbers never will discover about the Incubation. Now all he needed to do was wait a few more years, and then he could reach his quota without any hindrances.

Acting on a whim, Kyubey stopped in his tracks and turned his head around. The legendary Ben 10 could only kneel there with a shattered heart and a broken mind.

But should he ever find the will to stand up again, on that unlikely chance, he could very well be reborn into the universe's greatest savior.

Hm.

What a strange thought.

This particular Kyubey must be beginning to experience mental insanity from prolonged exposure to Gwen's activities. Thus, in order to prevent this mental illness from spreading further into the hive mind of Incubator, he accessed his 'life function' and terminated it without hesita

* * *

_Dude, this is not what I thought you meant when you said 'Gwen as a magical girl!'!_

**Despair. DESPAIR, I TELL YOU, DESSSPPAAAAAIIIRRRRR! Man, Kyubey is so adorable.**

**If you wanted a more descriptive description, then too bad! You'll have to guess for yourself about what happened.  
**

**/nobodywilleverreadthis**


End file.
